Corporate law. Transformation of business partnerships and societies (corporations) (most important)

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Corporate law. Transformation of business partnerships and societies (corporations) (most important)

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25. Transformation of business partnerships and companies (corporations)

The transformation of business partnerships and companies is carried out in accordance with the general rules on the transformation of legal entities.

The transformation of a business partnership or company is a voluntary matter, and the decision on such a transformation is taken independently in the manner prescribed by the legislation of the Russian Federation.

In accordance with Art. 68 of the Civil Code of the Russian Federation, economic partnerships and companies of one type can be transformed into economic partnerships and companies of another type or into production cooperatives by decision of the general meeting of participants in the manner established by the Civil Code of the Russian Federation.

For business partnerships and companies, two conversion options are possible:

1) transformation into economic partnerships and companies of another type;

2) transformation into production cooperatives.

During the transformation of a corporate organization, the conditions of its activities, on which creditors rightly counted, may change in the most significant way. This will inevitably affect their rights. Therefore, the state protects the rights of creditors by establishing additional liability of general partners when transforming a business partnership into a company.

When a partnership is transformed into a company, each general partner who has become a participant (shareholder) of the company shall bear subsidiary liability with all his property for the obligations transferred to the company from the partnership for two years. Alienation by a former partner of his shares (shares) does not relieve him of such liability.

The possibilities for transforming business partnerships and companies with a sufficiently large freedom of transformation are still not unlimited, in some cases the transformation is impossible, the possibilities for transformation and the degree of breadth of such opportunities are determined by the type of economic entity.

There are three types of changes in the legal status of a legal entity: reorganization, liquidation and transformation of a business partnership or company. The smallest changes occur in the case of its transformation, since as a result of it the number of participants in civil circulation does not change, complex procedures for merging several organizations are not performed, and there are no relations of a different order of succession of organizations. Liquidation is characterized by the fact that as a result of it, a business partnership or company ceases to exist, and with it loses its legal capacity.

As a result of liquidation, there are no succession relations between the liquidated organization and any other corporate organizations. As a result of the reorganization of a corporate organization, there is a quantitative change in the composition of the subjects of civil circulation, and these subjects are corporate.

Author: Sazykin A.V.

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